Spyborg
by Nail Strafer
Summary: The Lylat Wars are in full swing. With Star Wolf defeated in the battle for Fichina, Venom is counting on its new secret weapon Spyborg to stop Star Fox in their tracks. However, Spyborg's chief scientist and creator may have other ideas… (Foxhole Contest Submission)
1. Prologue

**Prologue - Corneria**

Heat. Steam. Men shouting. Boots clanking on metal. Turbines spinning up. Chains clinking. Floor rumbling. It all cascaded into a massive, chaotic symphony of noise, echoing inside the hangar bay as Venomian soldiers rushed about doing their jobs. A tall, green crocodile stood off to the side, his crimson Venomian uniform as crisp and fresh as his young face. Until a few minutes ago, he'd been looking forward to this moment. He wanted action. He wanted adventure. He wanted glory. And he couldn't have asked for a better place to find those things. His ship, the Attack Carrier, descended down through Corneria's atmosphere at this very moment, ready to help Venom claim final victory in the Lylat Wars today. In just a few more hours, it would all be over.

So why were his legs quivering?

"Hey Forklift Boy!" An enraged gorilla officer jumped in his face. "What the hell are you just standin' there for?!"

The young crocodile stumbled backwards, almost knocking over his munitions cart.

"Get your scaly butt over there!" The ape jerked a finger towards two fighters queueing up on the hangar's launching rails. A whole slew of other crew members were already swarming over the marked safety line towards the craft, leaving him behind. "Move it! You're gonna miss the end of the war!"

"Yes sir!" Forklift saluted with a shaky hand, as he pushed the cart over to the nearest fighter.

Sliding underneath, he opened a panel beneath the ship's wing. In went the power cell for the laser cannons. However, it wouldn't quite fit, the cell not latching into position like it was supposed to.

"What's the matter, Forklift?!" his gorilla superior hollered at him. "Hurry! Those things are gonna be open soon!" He pointed at the fighter bay's doors. "You wanna get pulled out with the fighter launches?!"

"N-no sir!" The rest of the fighter crew worked like machines, getting their own tasks done in mere seconds. Soon he was the last person left, the others having already run back behind the line. At long last the cell clicked into place, but Forklift couldn't shut the hatch. It was like his hands weren't listening to his brain right now.

"Hurry the hell up, Forklift!" the gorilla called out, cupping his hands around his mouth. "We've got four bogeys headed our way! Arwings!"

Feeling everyone else's eyes burning on him, Forklift finally got the hatch closed. The croc moved away from the fighter and –

"Forklift you moroooooon! Get that damn cart out of the way!"

Growling, the croc spun around, yanking the cart away from the fighter. Relieved to finish, he wiped a handkerchief over his face and took a short breather.

He still couldn't believe he was here right now. After basic they sent him to waste away back on Venom, manning a forklift and moving boxes in a boring warehouse somewhere. Hence his nickname. After so long in that place, it was a dream come true when a man in a crisp officer's uniform walked in a couple weeks ago, asked for him by name, and told him to report to a shuttle headed for this carrier the next morning. The guy's name was Wagner or something; he couldn't remember and didn't care. This was the kind of work he'd imagined when he joined Venom's military.

But since getting his wish, Forklift learned he lacked experience with all the new jobs he had to do on the Attack Carrier, only getting a couple days' training on this ship's operations before they got sent to Corneria. Why they'd kept the training so quick and worthless, he didn't know. But at least now he'd get to see the Venomian military in action. Forklift smiled as he waited for the fighters to launch.

A crackling sound echoed through the fighter bay as speakers switched on. "Deploy all units! Charge!" the captain bellowed over them.

The hangar's armored doors whooshed open in just two seconds, a blast of salty, wet air entering the room. Forklift looked out at Corneria for the first time, glimpsing the blue sky and puffy white clouds floating past, while an endless ocean spread out below. So much blue… Nothing like Macbeth. It dazzled his eyes. How sad the Cornerians wouldn't just surrender despite being outmatched. Now their gorgeous planet would have to be destroyed.

The two readied fighters blasted out through the open doors, the howling sound assaulting his ear drums. Forklift winced, but the sight looked amazing and— Blue lasers entered the hangar bay through the open doors, someone outside shooting in. Something exploded next to him, knocking him to the floor. Dazed, Forklift started climbing up, but an intense heat scorched his back. Sparing a glance, he saw his crisp new uniform was on fire. Forklift cried out, dropping back to the floor, rolling as hard as he could. It wasn't as bad as he thought though, the fire going out quickly.

While he tried to stand, the bogeys outside fired into the hangar again. A catwalk split in half, sending several soldiers falling and screaming three stories to the floor below.

What the hell was all this? All this carnage all of a sudden. Sure he wanted action, but he never expected to be in danger on a ship like the Attack Carrier. This thing had a quad missile launcher, powerful beam cannons, and an entire fighter wing. And yet four enemy fighters managed to get past all of that and light them up like it was nothing. Who the hell were those pilots? The hangar door slammed shut, although he could still hear laser shots pinging off the exterior armor.

"No sleepin' on the job, boy!" Someone picked him up off the floor. He found himself face to face with the gorilla officer again. "Get more power cells! Hurry!"

He looked at the collapsed catwalk, hearing screams of agony. "But what about the others and—"

"Forget 'em! You've got a job to do!"

A crane whirred overhead, picking up two fighters from large racks built into the sides of the hangar. Within seconds, the hoist latched them onto the launching rails.

"I've got a present for ya!" the captain called out over the loudspeaker again.

Remembering what happened the last time, Forklift held his breath. The hangar bay doors flew open, but the blue lasers razed both mounted fighters before they could even take off. They exploded in a blinding flash. Forklift flew through the air, right until his back slammed into a pole a split second later. Falling to the floor, Forklift screamed, the pain washing over him like torrential waves. Alarms blared, flames spreading fast as debris from the exploded fighters scattered around the room. Forklift tried getting to his feet, but everything from his legs down wasn't responding. _My spine, is it broken?_ His gorilla superior was gone.

Desperate, he grabbed for the pole he'd hit, trying to use that to stand. Before he could, a loud screech filled the air, the floor tilting beneath him. It reached a sixty-degree angle. He didn't have the strength to hold onto the pole, helpless as he slid downwards. The wall (now the floor) rushed up to meet him. Forklift landed right on his already-broken back, sending a fresh wave of sheer agony through him. Curled on the floor, he could do little but moan and cry. What the hell was he doing here?

Water splashed over him. It felt pleasant across his smooth scales, the pain forgotten for a moment. But his brain reminded him he should not be getting wet inside a starship's hangar bay. Looking up, he saw water flowing in through the open hangar bay doors, now above him. The water came down like a waterfall, flooding the room with several feet in as many seconds. And the flow kept getting bigger, the hangar door tilting back down to allow in even more. He noticed the water tasted salty in his mouth too. _We're sinking into the ocean!_ He started paddling with his clawed hands, desperate to keep himself afloat. Being a crocodile, his body was built for swimming, but with a broken spine everything from the torso down was just dead weight now. Paddle as he might, he just couldn't keep his head above water. Around him, the other soldiers screamed as they swam for their lives, debris floating in the foamy water. The entire compartment submerged in less than a minute, darkness overtaking everything as they descended deeper and deeper into the sea. Soon, Forklift couldn't even see his snout in front of his own face.

Just a few minutes ago he'd been so excited to be here, ready to enjoy a glorious triumph over Corneria along with everyone else here. Now he felt like a fool. This couldn't be happening right now, could it? But the dwindling oxygen in his body and every fresh jolt of pain down his back reminded him this was all too real.

Still he kept swimming, pushing as hard as he could through the pain to get to where he remembered the open hangar door was. He could breathe underwater much longer than most other species. But the longer he stayed in the dark, the more he lost his sense of where he was. Was he still inside the compartment? Or outside? How far down did they go? With the darkness in every direction, it felt like he was just swimming in place no matter how hard he paddled. Being able to survive underwater longer felt more like a curse now. Every second seemed to stretch into hours.

As his body tried to hold onto what little oxygen he had left, his thoughts became sluggish and his movements slow. It wouldn't be too much longer now.

 _Dad… I shouldn't have run away. We didn't get along or agree on much of anything, but I can see now. You really did love me, even if we were at each other's throats all the time. I love you, Dad. I'm sorry. I'm so sorry…_

His body went limp in the dark water, a gaggle of bubbles exiting his mouth.


	2. Chapter 1

**Chapter 1 – Late Night**

 _Why the hell am I still awake at 3:37 am on a Tuesday morning?_

A painted dog let out a long yawn, glancing at the clock mounted on the cafeteria's wall. It made Lyka feel even more tired than she was already. She ran a hand through the large orange mohawk between her pointed black ears. Disorganized splotches of orange, black and white speckled her fur wherever it showed.

Everyone was waiting for an important shipment to arrive from the Macbeth research base. It was supposed to have arrived hours ago, but for some reason Macbeth kept pushing back the timetable. Nonetheless they were all told to stay up and wait for it to arrive. Around Lyka, the rest of the Sector X staff passed the time in their own way. Some slept on the plastic benches lining the outer walls. A mix of Venomian scientists, mercenaries, and soldiers played a poker game at a different table, the species consisting of various apes and lizards. Archibald, another one of the simian scientists, had a paperback novel in his hands, but Lyka noticed his eyes kept closing for long periods of time as he tried to read.

As for Lyka, a chessboard sat on the gray cafeteria table in front of her, the black and white pieces arranged for a new game. She moved a white pawn to the F3 spot, then sipped from a nearby cup of cold coffee. The temperature didn't bother her. Caffeine wasn't working anymore anyway.

On the board's other side, a ring-tailed lemur stroked his chin and smirked, playfully flitting his orange eyes towards her. "Lyka, are you sure you want to do that?" A light overhead gleamed off the medals on his crimson officer's coat. He rested an elbow on the table, his matching crimson officer's helmet sitting next to the board.

"I don't care, Wikus." Lyka scratched an itchy spot on her neck.

Lyka let out another long yawn, her black muzzle stretching wide to expose her sharp teeth. In contrast to the officer, her stitched-together combat uniform looked decades old and badly maintained. While it used to be black, the material had long since faded to a dull gray, making it look like it came from old car tires. Good thing Venom didn't care about her looking presentable, because they didn't pay her enough to get something better.

"Suit yourself." Wikus slid one of his pawns to E5.

Lyka rubbed her eyes, so exhausted she briefly saw double when looking at the board. Moving another pawn to G4, her hand knocked over a few other pieces by accident. Lyka cursed as she put them back in place.

Wikus couldn't help but let out a chuckle. "You're too tired for this. Why don't you grab a quick snooze back in your room? I won't tell anyone."

That offer sounded tempting, but… "I'm no quitter, I've gotta beat you sometime."

Amused, Wikus' ringed tail danced behind him. "OK, but do you want to change your move? You don't want to do what you just did."

"Quit helping me. I'm not taking it back." She rubbed at her tired eyes.

"Okay." Wikus took a sip of his own coffee, before moving his queen to H4. "Checkmate."

Lyka froze, her eyes returning to the board. "B-but— That can't be right!" Lyka leaned closer to the board. Sure enough, the pawns she'd moved left her king exposed on the right flank, which Wikus took full advantage of. Two moves and she'd already lost. "Oh come on…" She ran a palm over her face. Six straight losses in the past hour. She was getting _worse_ at this game instead of better.

"Tried to warn you." Wikus smiled, leaning back in his chair with his arms folded. "Fool's Mate. Fastest win in chess."

"Goddamnit!" Lyka slapped away the chess board, sending the pieces scattering across the floor. "I'm tired of this shit!"

"Hey! Keep it down!" A few tables away, the poker players glared at them. Lyka couldn't blame them for being pissy. Hell, everyone felt that way right now. Wikus seemed more amused than anything tonight, smiling as he stood up to retrieve the chess pieces.

"Well Lyka, if you don't want to play anymore, there's always the TV."

"Very funny, Wikus." Lyka glanced at the large monitors mounted above the tables.

As they did 24/7, they broadcasted nothing but Venomian propaganda. Wikus knew how much she hated that crap. Even worse, most of the time they just ran the same videos over and over again, like patriotic songs, embellished documentaries glorifying Andross, and footage of the Venomian fleet crushing Cornerian resistance from earlier in the Lylat Wars. Of course, they never showed any footage from the war _right now_ , not since Star Fox joined in.

What made it even more obnoxious was how Lyka didn't care what happened to Venom beyond her paycheck. Her very, very small paycheck. On top of that she needed to rent one of their fighters to do her job. Once the rent and all expenses were spoken for, Lyka almost worked here for free. That about summarized her life for a little over a year now. She wanted out of here, but it looked like things weren't going to be changing for her anytime soon. Wikus put in requests to get her a bigger paycheck every now and then, but his superiors always ignored him.

Wikus kneeled to look under the nearby tables and chairs for the chess pieces, not caring about his uniform picking up smudges in the process. To be honest, Lyka couldn't recall the last time she saw Wikus wearing his full uniform before tonight. It had to have been months ago at least. Whatever they were getting from Macbeth, it must be important for him to get dressed up like this. He still hadn't found all the pieces after a few minutes, but Lyka didn't mind. Gave her a chance to shut her eyes for a minute, just let them rest a bit and—

Fingers snapped in front of her face, jolting her back awake. Wikus smiled. "Hey… Have a good nap? You were out for a couple minutes there. Sure you don't wanna go back to your room?"

Lyka's ears curled back in embarrassment. Not to mention she found the lemur's cheerfulness annoying. "How can you be in such a good mood right now?"

"Would you prefer me acting like a sourpuss instead?" Wikus put the chess board back on the table, unfolding it.

"Well, no… But why so happy?"

"I'm looking forward to seeing what's coming over from Macbeth. They've already got most of its scientists here to work on it. This new weapon might be pretty cool."

"'Pretty cool'?" In spite of being tired, the word choice amused her. "Never thought I'd hear a Venomian major say 'pretty cool'."

Wikus smiled. "Well… You know how isolated we are out here? If I acted like your average Venomian stiff, we'd all have gone insane long ago."

"Probably so…" Even though she'd been here for a while, Lyka forgot every so often Wikus was her boss and the commander of the Sector X base. Sometimes he even held wild parties, as if this were some kind of frat house instead of a military installation. Nobody here minded though, not even the eggheads, since it helped keep the cabin fever at bay. It made living out here in the middle of space almost tolerable. Almost. "How'd you get this job, anyway?"

"None of the other officers wanted this post when the war started. Why would you hang out here when it's so easy to get glory and promotions crushing Corneria?" Wikus laid out the pieces for another game. "I don't care about that though. And unlike some officers, I don't care about sucking Andross' dick for a promotion either."

"Ugh!" Lyka's face scrunched up at that image.

Wikus put on a devilish grin. "Don't worry, I've got some brain bleach in my office. I'll share."

"I'll need the entire bottle for that one, you prick." She reached across the table, punching him in the shoulder.

Wikus playfully dodged the punch. "Anyway Lyka, I spend most of my time chilling in my office while the eggheads do their thing in the research wing. It's easy, but it's boring." He finished setting up the chess pieces. "But this weapon we're getting from Macbeth… I think it could make things interesting around here. Macbeth's one of our most important labs, and they're using our place to do their field tests. They kept us up late, but I still want to see Spyborg."

"Spyborg?"

"That's the weapon they're bringing here. I heard it's really powerful."

Lyka rolled her eyes. "Yeah? So what's special about it?"

Wikus chuckled, taking a swig from his coffee again. "I'd rather keep that a surprise."

Lyka considered pressing him more, but realized she honestly didn't care now that she'd asked. "You know, Spyborg may be great for all I know. And we've got a lot of big superweapons all over Lylat. But does that even matter now? Star Fox is tearing Venom apart." Lyka leaned back in her chair, laying an arm over the backrest. "They stopped the invasion force attacking Corneria, and now we're in retreat. Even Interior Intelligence can't stop people from talking about it. And I heard a rumor they shot down Star Wolf over on Fichina. _Star Wolf_ , Wikus. Andross put them together specifically to stop Star Fox, and they couldn't do it."

"I wouldn't worry too much. They've still got a long way to go to get to Venom, and even before that they have to get past the Bolse station or Area 6. Bolse tore the entire Cornerian fleet a new one years ago. What are four fighters going to do against that?"

"That doesn't matter. Sector X is right next to Fichina." She leaned in, speaking in a hushed voice. "Star Fox could be heading here next."

"Uh…" Wikus tapped his fingers on the table. "Well, I don't think Corneria knows this base even exists. Lyka, don't worry about—"

"No. You've got your head stuck in the sand here. You've had this little job here in the middle of nowhere for so long, everything's been all quiet and dandy and perfect, and you think it's going to be like that forever. But that crap on the TV…" She waved towards the nearest screen, showing a Venomian soldier planting Venom's flag on top of Corneria's destroyed capitol building. "You want to believe it, but it's BS and you know it."

"You think you should be sayin' all that out loud here?" Wikus leaned in closer, whispering while he glanced at the room's other occupants. "That's dangerous talk, treason. If you were talking like this to any of the other officers, they'd arrest you on the—"

"You're not them; I don't give a shit about them." She reached across the table, grabbing him by the shoulder. "But I do give a shit about you, Wikus!"

Wikus tilted his head, tail twitching in curiosity. "What?"

Lyka froze. She didn't mean to blurt that out. "Um… Well…" She leaned back across the table.

"This is new…" Wikus chuckled. "Falling for me, are you?"

"No! It's not that!" She shook her head. "Look, it's complicated. I've just been through a lot and—"

"Come on, don't be shy. It's obvious, now that you've come out and said it. And I don't mind." Wikus leaned back in his chair, the bottom of his boot resting against the table's edge. "I mean, Command might have some things to say about me dating a mercenary and—"

Lyka growled at him, sitting up from her chair. "Wikus! It's more important than that!"

Some of the people scattered around the room turned her way. She could hear a soldier or two rustling awake on the benches, looking at her in a confused daze. Lyka realized that had come out louder than she meant it to. She settled back into her chair, her ears flicking back in embarrassment.

Shaking her head, she leaned in closer. "Listen… I get the feeling you're not happy here. You don't like the atrocities Venom is committing. Your whole party guy shtick is a façade. You call weapons like Spyborg 'pretty cool' to keep yourself from thinking about what they'll be used for."

"Don't be ridiculous." He narrowed his eyes.

"If you want out, now's a good time to do it. This base may not be here much longer."

"Lyka, I let you get away with saying a lot of things." He tapped a finger on the table. "But _this_ is pushing it."

"I'm trying to save your life!"

"Oh yeah, I'm sure deserting Venom will do wonders for my life expectancy." Wikus rolled his eyes. "Especially with what they do to deserters at Site X-22…"

"With Star Fox around, will there even _be_ a Venomian military to desert from before long?"

Wikus didn't have a good answer for that one, staring her down silently. A beeping sound interrupted them. Wikus withdrew his personal data/communicator unit, or PDC, from his belt. "This is Major Mikatonus."

"Major," someone said on the other end. "I've received word that Spyborg is about to be sent your way. Prepare to receive."

"Understood. Get the word out." Wikus put away his PDC, looking over at Lyka. His chair squealed against the floor as he stood up, another smile on his face. "It's the moment we've all been waiting for!" He spoke in an extravagant voice, like he was a game show host. "Let's go people! Testing Bay 7! Let's move it!" Wikus clapped his hands together, before picking up his officer's helmet.

Everyone else was less exuberant, people groaning, yawning, and stretching before they made their way to the room's exit.

Lyka sighed, shaking her head. Wikus looked like he'd already forgotten the conversation they just had. She supposed it couldn't be helped right now, so she decided to stand up and follow his lead. But that didn't mean she didn't have some complaints. "Do they really expect us to escort a convoy in our fighters? When we're all like this?" She waved around the room at the others.

"I've got good news for you," he said as they walked down the hall. "We're bringing Spyborg here a new kind of way: Warp. Portals." He emphasized that part with dramatic hand motions.

Lyka's eyes widened. "Did I just hear you say warp portals?"

"Sure did," Wikus held his helmet at his side as Lyka walked beside him. "You should spend more time in the research wing. The portals are still in the experimental stages, but Command's decided it's too dangerous to risk sending Spyborg here the normal way. Something I need to warn you about though."

"What's that?"

"I've heard Colonel Amadeus Wagner's joining us for the field test. He's the commander of the Macbeth research facility where Spyborg was developed. His nickname is the Accountant."

Lyka tilted her head. "Accountant?"

"Rules stickler and micromanager, that guy. Wants everything done by the book. All T's crossed and all I's dotted. Hence his nickname."

"So…we're getting invaded by the accounting department? The stiffs are coming?"

"More or less. Just warning you…" He stepped closer to Lyka, whispering to her. "I'll need to tighten up protocol while he's here. Thought you'd want to know in advance."

"Thanks for the heads up." Lyka nodded. "But Wagner sounds like a weenie bureaucrat to me though. How bad could he be?"

"That nickname is more literal than you think."

Wikus slid on his helmet. Lyka thought he looked ridiculous in that dome-shaped thing, especially with the big 'A' on the front. No wonder he never wore it.

"He tends to see the entire universe as nothing but cold numbers," Wikus continued. "Like the number of soldiers who die in a battle is only a number on a spreadsheet. Also, the Accountant expects everyone under him to do precisely what he wants, when he wants, where he wants, like machines. Needless to say, he doesn't like his schedule slipping either."

"Yeah." Lyka rolled her eyes. "But it's OK if everybody else's slips for his sake."

"I agree, but don't give him any crap about that or anything else. It won't end well. Just let me do all the talking."

Lyka, already feeling tired and annoyed, couldn't do much but just shrug. "Fine, if it'll make you happy."

About thirty minutes later, Lyka and Wikus found themselves in Testing Bay 7 along with all the other soldiers, mercenaries, scientists, and officers in the base. The large stadium-sized space echoed almost every sound, picking up every little fidget, cough and sneeze from those assembled inside. Lyka watched as the eggheads arranged four massive door-like devices together in a row, each big enough to let a small ship through. Bored, she shot out a message on her PDC: _Is this thing really going to work?_

Lyka looked towards the other side of the room. Wikus and his other officers stood in their own little group over there, dressed to the nines in their uniforms. Wikus noticed the vibration from the PDC in his pocket. He pulled it out and glanced at it. Rolling his eyes at her, he typed a message back: _Yes, it is. And I'd appreciate it if you didn't pass me notes like this is high school._

 _Sorry. Not much to do right now but feel my soles burn._

 _Can you hold out for just a minute more? I promise you'll like seeing this._

Lyka sighed, pursing her lips as she blew a blast of air out. The warp portals started generating a steady hum, the door panels shifting in color from brown to red. Lyka could feel the machines' energy radiating out and filling the air around her, almost like electricity crackling across her skin. Suddenly, the portals snapped open, a blinding white light flashing out from within them. Lyka winced, throwing up a hand to block the light.

When she looked again, she couldn't believe her eyes. Inside the furthest away portal, a rainbow of colors slid past. Strange black rocks floated past the portal's frame, covered with lines of light that glowed in the same rainbow spectrum. It felt like watching a TV, except the world on the other side of the 'screen' looked physical and real. And when she glanced behind the portal again, there was nothing back there but the testing bay. Wikus was right. This _was_ something special. She almost wanted to walk over, reach inside and try touching one of the rocks, just so she'd know her eyes weren't playing tricks on her.

A black object in the center of the portal grew bigger and bigger. Lyka had trouble identifying it at first, but as it got closer she started to make out details. _Is that a fist?_ Sure enough, a massive metallic fist emerged from the furthest-away portal. _Holy shit, that's big. My fighter's smaller than that._ But the fist itself was just the front of a long metallic arm that followed in behind it, amazing Lyka again. The arm floated its way through the other three portals, as if by magic. As the strange robotic arm exited the last portal, the scientists approached and attached disc-shaped electromagnets to it, allowing the arm to float above the floor due to the opposing polarity. Without friction getting in the way, they simply pushed the arm off to the side and stowed it in an empty space next to the portals, some of the soldiers in the room helping to guide it into place. A second arm emerged from the rainbow dimension, the scientists and soldiers processing it in the same manner. Other large metallic objects followed in behind the arms, although Lyka couldn't tell what they were supposed to be. Watching this reminded her of someone opening a model kit and laying the pieces out for assembly. She wouldn't admit this to Wikus, but now she wanted to see what Spyborg would look like when put together.

After the last piece made it through, a military shuttle entered the room via the portals and landed in the open floor space close to where Lyka stood. The exit hatch opened up, extended a ramp to the floor. An orangutan in a red officers' uniform stepped out first, the patches designating him as a colonel. His square-shaped glasses reflected the overhead lights in the room. It matched his square shaped face, jaw, and flat mouth. Only one person this could be.

Lyka tapped into her PDC. _The Accountant?_

 _Yup,_ Wikus replied.

Behind Colonel Wagner, two Venomian soldiers exited side by side, dressed in full riot gear and wielding high wattage stun batons. Large helmets and opaque masks concealed their faces, their figures covered with heavy body armor. When Lyka saw who was behind them, she thought she understood the need for all that. A massive, muscular crocodile appeared from inside the shuttle, leaning forward to not bump his head on the top of the hatch. His head and snout looked bigger than Lyka's entire torso. The croc's tail alone dragged five feet behind him, heavy and strong enough to break bones if he flung it around. Yet the reptile wore a white lab coat, a dress shirt, and a tie, like the other scientists in the room. However, Lyka noticed he wore heavy-duty handcuffs, his feet in shackles as well. Two more soldiers in riot gear followed behind, both of them holding onto a chain attached to the croc's shackles. Along with the riot suits in the front, they formed a square formation around him.

 _What's all this about?_ Lyka typed out.

 _Don't know exactly. Hold off on the messages please._

Wikus marched over towards Colonel Wagner, the other officers following behind him. The lemur gave Wagner a firm salute, Lyka finding the gesture strange with Wikus doing it. "Colonel Wagner, a pleasure."

Wagner didn't bother returning the salute or making eye contact with Wikus, instead watching the scientists collecting Spyborg's pieces. "Major Mikatonus, we must reassemble Spyborg and complete field tests ASAP. Andross is counting on Spyborg to stop the Star Fox team now. Do you understand?" He looked down at the smaller lemur.

"Yes sir."

"Good." Wagner stepped to the side, letting Lyka take a better look at the crocodile scientist. "This is Spyborg's creator, Dr. Dylan Rubicon of Space Dynamics' Macbeth branch."

Dr. Rubicon appeared bored by the proceedings, as his yellow slit eyes scanned the room with indifference. But even while bored he still radiated a monstrous, reptilian air to Lyka, like he just crawled out of a swamp somewhere and was only pretending to be a civilized Lylatian. An entire mouth of sharp teeth poked out of his closed jaws, and the riot soldiers looked like garden gnomes with body armor standing next to him.

"Dr. Rubicon must begin work immediately," Wagner continued. "Escort him to his lab right away. And please make sure you have adequate security around him at all times. Obviously, he's not here out of his own free will."

"Of course Colonel." Turning to the assembled soldiers and mercenaries, Wikus waved for them to come forward. Finally, she got to do something besides stand around! Smiling, Lyka stepped forward. But as Lyka approached Wagner, he seemed to be staring straight at her. At first she was confused, but now she remembered the orange mohawk on her head. Pretty hard to not notice that after all.

"Motley collection you've got there, don't you?" He spoke sideways to Wikus, not taking his eyes off her. "I didn't know this base had outside contractors."

"Outside…contractors?" Wikus raised an eyebrow.

"Mercenaries." Wagner rolled his eyes, as though what he meant should have been obvious.

"Unfortunately, most of our soldiers have been diverted to the front lines," Wikus explained. "We have to make do with whatever manpower we can get."

"I don't trust mercenaries. They're only loyal to a paycheck." The Accountant busied himself with cleaning his glasses. Lyka glared at him, although he didn't seem to notice. "But I suppose time is short. We can't afford to be choosy right now. Not with the losses we've incurred lately." He could be talking about finances in a mega corp's board room when he said that.

Wikus didn't look too happy to be talking to him either, shooting him a glare while Wagner was distracted by his glasses. But once the Accountant looked back at him, Major Mikatonus was all smiles. "Not to worry sir," he said, the smile looking plastered on, the polite tone forced. "I can vouch for all of these mercenaries. They've been here for months and we've gotten along very well."

 _Yeah… Like when Wikus is playing beer pong and getting shit-faced with us. That or strip poker._ Lyka thought it'd be amusing to see how Wagner would react to those little nuggets, but hoped he didn't find out.

"And I hope that is true, Major," the Accountant said, looking at Lyka as if her orange mohawk was on fire. "Where did you find such creatures?"

Lyka's eyes narrowed, her ears folding back at the insult. She was trying her best not to blurt something out at Wagner, Wikus looking nervous as he watched from the side. Fortunately for both of them, he seemed to lose interest in Lyka and looked back to the lemur again. "Never mind. I have other business to attend to." The Accountant walked off, not bothering to say goodbye.

"Understood," Wikus watched Wagner leave. Lyka didn't mind his abrupt departure, and Wikus didn't seem to either. After Wagner was out of sight, Wikus waved for Lyka to come forward.

Her eyes went wide at the crocodile's sheer size as she approached. Her head only made it up to the bottom of his upper chest. "Dr. Rubicon." She craned her neck up high, but could only see the bottom of his jaws. The doctor rotated his head downwards, regarding Lyka with a strange look. While his reptilian features made it hard to distinguish his mood, he seemed more confused than anything. Couldn't blame him though. How many people around here had somebody with her kind of hair? "I'll escort you to your lab, if that's all right." The doctor seemed to ponder that for a moment, before he nodded in approval. Awful quiet guy, wasn't he? Nonetheless, Lyka looked to his soldier escorts. "Follow me, please."

"I'll come with you, Lyka." Wikus stepped up.

"Eh? Why?"

"Just want to make sure everything is set up properly in his lab."

"OK, if you want to."

Dr. Rubicon turned out to be one hundred percent cooperative as he was guided to his lab, following all instructions to a T as they walked the halls. Perhaps being held captive for so long had broken his spirit and he just didn't care anymore. Of course, having the four riot suit soldiers with them probably helped keep him placid. Eventually they made their way to his lab, Wikus stopping to type some commands into a keypad next to the door.

"Here's your lab," Wikus said, as the doors whooshed aside.

A dark room greeted them on the other side, the sound of whirring machines filling the air. Blinking lights twinkled on and off like stars. Wikus hit the light switch, revealing the room to be full of computers and diagnostic machines. Large planning tables filled the central space, stacked with boxes full of research notes and diagrams. On the far side of the room, a large window looked down on the inside of Testing Bay 4, although not much was in there at the moment besides a crane and some scaffolding.

"I hope this will be adequate." Wikus turned, smiling at Dr. Rubicon.

"This will be adequate." The doctor sounded distant as he repeated Wikus in a low, deep voice.

Wikus blinked, looking uncomfortable at hearing his voice. "Let me get those chains off you." One of the riot suit guards handed Wikus a key, then moved to guard the door with the other three guards. The doctor didn't even seem to notice as Wikus removed his restraints.

Once the chains were off, the doctor moved to take a seat at a nearby computer. He booted it up and logged in, opening up numerous windows full of indecipherable computer code within just a few seconds. And with that, the doctor started working and typing like he'd been doing it for hours.

Wikus decided to glance through the testing bay's window. Lyka took one more look at the croc. She didn't want to turn her back on him, but then again Dr. Rubicon hadn't given any hint of being aggressive. And they did have plenty of guards at the door, so she too joined Wikus at the window. Downstairs, the scientists and soldiers were pushing Spyborg's components into the room through a large side door, moving the pieces over to the scaffolding for assembly. One scientist stepped over to the crane's controls, getting the machine started up.

"They're moving fast," Lyka whispered.

"From what my brief said, Spyborg's more or less finished already." He watched the scientist push the pieces into position. "They just had to take it apart so it would fit through the warp portals. It won't take them long to put Spyborg back together again. We'll be starting the field tests afterwards."

She glanced back at the doctor typing away code, both of his eyes absorbed in the monitor in front of him. "You weren't kidding about the Accountant and timetables. He's got these eggheads working like machines."

"That's the pace he sets on Macbeth."

Lyka suddenly remembered she could go to sleep now if she wanted to, considering she'd just finished escorting the doctor here. Hard to believe, but a welcome thought in her mind. Letting out a long yawn, she patted Wikus on the back. "I'd like to get out of here now, if you don't mind."

"Of course," Wikus said, grinning. "You look like you're ready to fall over and just sleep on the floor."

Lyka sighed. "Yeah well… Let's just get out of here."

The riot guards allowed them through the door as they departed, slamming it shut behind them. As they all moved into the hall, the four riot guards stood in formation beside the door to the lab.

Lyka didn't notice though, dreaming about her bed at the moment. "Finally, I can go to freaking sleep." She'd been awake for so long she'd almost forgotten the feeling of being rested and alert. Lyka gave Wikus a lopsided, sleepy grin.

Wikus smiled back, but the PDC in his belt vibrated. He stopped to check it.

"I'm afraid not…" Wikus frowned, holding up the device. "I just got a message from Wagner. He still wants us to report for our regular shifts at the normal times." Wikus tapped some more buttons on the device. "Wow, we've been up so long it's going to be time for us to go to work in just an hour."

Lyka's jaw fell. "Are you friggin' serious?"

"Afraid so."

"What? Does he think we're machines too? Can't you tell him no?"

Wikus shook his head. "He's a colonel, so he outranks me. So long as he's here, he gets the run of the place."

Lyka's tail thrashed behind her. "Well that's just freaking dandy!"

"I know it sucks." The lemur smiled, laying a hand across her back. "But I'll make it up to you. And it's only going to be like this for a couple days tops I bet. They needed Spyborg out there in the field yesterday, so Wagner's going to be in a big rush to get the testing finished. When that's done he'll take off and things will go back to normal."

 _As much as things_ can _go back to normal at this point with Star Fox around…_ Lyka felt like arguing with Wikus about that again, but she was just too damn tired right now and knew she needed to conserve her energy for the upcoming day.

The next few minutes blurred together, Lyka shaky on her feet as they made their way back to the cafeteria to get breakfast. She found herself back at the table where they'd been sitting a few hours before, the chess board still set up and ready for a game. Lyka yawned, her oversized ears folding back as she did so. Wikus had gone someplace, she didn't know where, so she decided to lay her head on the table and shut her eyes for a few minutes. She'd just closed them when something thumped down next to her.

Looking up, she spotted Wikus there holding a mug and a kettle of fresh, steaming coffee. He set another cup next to her, and poured in some of the black stuff. It wouldn't help much at all at this point, but she appreciated it regardless. Taking a small sip, she winced as the hot liquid burned her tongue, but nodded her thanks to Wikus. His eyelids looked baggy from fatigue. Heck, everyone else in here looked half dead, with lots of yawns and people trying to sneak in little naps before heading off to work.

Despite the kind gesture, there were still plenty of things she wanted to get off her chest with him. "What an asshole…keeping us up like that just as a glorified welcoming party."

"Kind of his style," Wikus slid into the seat across from her. "Likes to make himself feel more important than he really is."

"Well, he can shove his importance right up his pompous—"

Wikus reached across the table, slamming a hand across her mouth.

"Wikus!" She brushed his hand away. "What the f-?"

 _Behind you_ , Wikus mouthed, nodding in that direction.

Lyka had a pretty good feeling she knew what she was about to see, and turned around to find herself looking up at the Accountant himself towering over her, his red officer's coat making him look rather imposing. "You were saying, madam?" The edge of his mouth twitched.

"I said—" Lyka paused to stand up. She could feel Wikus watching off to the side, but didn't care. "I said you can stuff your importance up your pompous asshole."

The orangutan clenched his fist, fingers cracking as he did so. His face remained unchanged, but Lyka felt her blood freeze as she looked back at him. She sensed she'd just signed her own death warrant.

Wikus ran around the table so fast it looked like he was teleporting, jumping to get in between Lyka and Colonel Wagner. "I'm sorry sir! I'll take her to the brig right away!"

Lyka's mouth dropped open. "You'll wha-?!"

"Guards! Arrest this woman!" Wikus called out. Several Venomian soldiers got up from their tables, slapping handcuffs on her within seconds.


	3. Chapter 2

**Chapter 2 - Brig**

Before she knew what was happening, Lyka got dragged straight to the brig, one soldier undoing her cuffs before shoving her to the floor inside a cell. Another slammed the barred door shut behind her, and they turned to leave. As she got back up, they were already out of the cell block and slamming the exit door behind them, leaving Lyka in silence. It all happened so fast it made Lyka's head spin. Was she dreaming? Did Wikus really just do that? She shook the barred door, but it was locked up as tight as a tomb.

"Asshole…" Lyka kicked one of her bars with her boot, the clang echoing through the empty cell block. Well, what would she do now? She slumped onto the nearby bed to think, the padding so thin she could still feel the metal grating of the bed frame underneath the mattress. Five minutes passed, but felt like they stretched on for more like fifty as Lyka wracked her brain.

She heard the brig's entrance door opening again, rapid footsteps approaching her cell. Wikus' face appeared at the bars. He unlocked the door, opening it up to step inside the cell.

Lyka had never seen him so furious, before but she had a pretty big chip on her shoulder too. "Wikus! Why the hell did you toss me in here?"

"You're welcome," Wikus grumbled, slipping the key back into his pocket.

"Welcome? About you throwing me in here?" She waved at the room.

"I did it to protect you, _loudmouth!_ Colonel Wagner would have done a hell of a lot worse if I hadn't stepped in."

Lyka growled, but Wikus was right. Even so, she couldn't bring herself to say 'thank you' right now.

"Listen…" Wikus continued. "I hate to say this but I'll need to leave you here for a day or two at least."

"Are you goddamn serious Wikus?"

"I'm sorry, but you don't leave me any choice. If Colonel Wagner sees you walking around the station after what you did, he's going to come after me next and then I can't protect you anymore. Remember you're a mercenary. He sees you on about the same level as dirt, and I don't think he'd feel too bad about ordering you chucked out of an airlock for what you did."

"He's _that_ much of a goddamn snowflake?"

"I warned you about this, remember?"

"I know but… I hate the way he expects everyone around him to bow at his feet and do whatever he wants, like he's our god. Plus I was tired and pissed off. I just couldn't take it anymore." Lyka rubbed her eyes, still feeling exhausted from how the past twenty four hours of no sleep had gone for her. Wikus was right though. It was her own damn fault she was here right now. She shut her eyes, leaning back against the nearby wall. "Great…have to rot in here because of Major Asshole."

"He's a colonel."

"Colonel Asshole doesn't have the same ring to it."

Silence for a moment. Wikus grinned at Lyka's words. "Tell you what. I'll bring some things from your room later. That way you'll be more comfortable here while we both wait for Major Asshole to leave." Wikus stopped, but then he burst out laughing. "And hey, now you don't have to work today! You get to sleep in as much as you want! Lucky you, right?"

Lyka blinked. She'd been so mad she didn't even realize that. Smiling, she gave him a little hug.

"I told you I'd make it up to you!" He pat her on the back. "Just didn't think it'd be this soon."

"You're right," Lyka chuckled.

"Yeah, you're the lucky one. I've got meetings all day with that prick, and I've got no clue how I'm going to stay awake through them. Wish I could swap places with you."

Lyka let out a big yawn, a sleepy smile still on her face.

Wikus stepped back, moving to leave the cell. "Well, I need to meet with the big cheese in about ten minutes, so I'd better get going. Have a nice sleep, Lyka."

"Yeah," she smirked. "Good luck with your meetings."

Shutting the door, he locked it behind him, smiled one last time and then took off. Lyka settled onto the thin mattress. She honestly didn't care how uncomfortable it was. This felt like heaven after being awake for so long. After a minute or two she melted right into the bed, oblivious to the world around her as she sank into sleep.

* * *

Lyka's eyes opened, the gray metal walls of the cell still closed in around her. She pulled out her PDC and checked the time. _Gosh, nine hours. I slept like a rock._ She slid into a seating position, stretching out her arms. Her ears swiveled back, tail curling up behind her.

The door to the cell block clanked open, multiple sets of footsteps entering the room. Lyka turned towards the sound. The riot suit guards came into view, escorting Dr. Rubicon in chains to the cell across the hall from her. No words were spoken as they pushed him inside, undid his restraints, shut the cell door, and walked away. Another door slam, and now she was alone with her new neighbor. If the crocodile noticed her, he didn't show it. Dr. Rubicon looked like a statue sitting on his bunk, as he got into a staring contest with the opposite wall. After a few minutes observing this, he looked like he was winning.

While she thought it might be rude to disturb him, Lyka found herself curious. "Hey… Mr. Rubicon. How come they put you in here with me?"

The doctor turned to look at her, his head rotating in a mechanical-like fashion. "This is where I'll be sleeping." He sounded bored. "Why are you here?"

"I said something Colonel Asshole Wagner didn't approve of."

The crocodile blinked, a blank expression as he considered those words. "Yes? What did you say?"

"I told him he could shove his importance up his pompous asshole."

Dr. Rubicon stared back at her, his expression not changing. A long silence hung in the air. Lyka wondered if she'd said something wrong, but the doctor gave a dry reply. "Someone needed to tell him that a long time ago."

Lyka blinked. "You… Was that humor?"

The croc shrugged. "What else would it be?"

"I'll admit I don't really know you, but that feels weird coming from you."

"It's been a long, long time since I've had reason to laugh about anything." Everything he said still had that robotic tone, but Lyka could tell those words carried some extra weight for him. "You're a mercenary, aren't you?"

Lyka gestured to her shabby battle suit. "Obviously. I fly patrols and provide station security."

"Why do you work for Venom?"

The droning voice continued, like this was a police interrogation. Lyka didn't mind at all though. One maddening thing about working here was how she needed to censor her speech all the time, even with Wikus. But since both she and Dr. Rubicon didn't have any love for Venom, this was a rare chance for her to be one hundred percent honest.

"I don't have a choice," Lyka sighed, leaning back against the wall her bed rested against. "Things have been really shitty for me for the past year or so. If I could, I'd fly back home to Papetoon right now and never look back. But I don't have any money and I don't have a ship. I'm stuck here."

"What about your fighter? You must have a fighter if you fly patrols."

Lyka shook her head. "Too dangerous. It's a rented Venomian fighter, and it's crappy. They never give me enough fuel to fly anywhere else. Even if that weren't a problem, there's still this war going on. Cornerians would shoot me on sight because the fighter's got Venomian colors. And Venomians would be gunning for me too. If I tried to desert, it wouldn't be long before my rental got reported as stolen."

Dr. Rubicon eyed her in silence again, drumming his clawed fingers on his knees. "If you don't mind me asking, how did you get here in the first place?"

While she ranted with enthusiasm before, now it was Lyka's turn to be the quiet one. She had nightmares almost every day about what brought her here. Just being reminded about the past put her on edge, her hands compressing into tight fists.

"I realize I never got your name," Dr. Rubicon asked, disrupting her thoughts. "Miss…?"

"Lyka. Just…Lyka."

"Lyka…" the crocodile let the name play on his lips. "I like that name."

"Thank you," Lyka said, almost too quiet for the doctor to hear.

"If you don't want to talk about your past Lyka, I understand. I don't like…" Dr. Rubicon sighed. "I don't like thinking about how I ended up here either."

He made some sniffling noises. Lyka turned to glance over at the croc, seeing him rub his eyes. While he was trying to hide it, she saw Dr. Rubicon trying to hide tears from her. Seeing a such monstrous-looking person cry felt so strange. Lyka thought about asking him if he was all right, but that was probably a dumb question. For a while, she laid on her bed, glancing at Dr. Rubicon every so often. He just sat there on his own bunk, staring at the floor, not bothering to lie down.

"Aren't you going to sleep?" Lyka asked. "Didn't they bring you here for that?"

He glanced her way again, looking a little annoyed at the question, but he spoke regardless. "Sleeping is… It's just hard for me, ever since I was captured. Gives me too much time to think."

"About what happened before you got here?"

He nodded. "I used to work for the Macbeth branch of Space Dynamics. I loved my job. Helped design heavy duty machines for all the mining operations on the planet, plus I did some work for the Cornerian military. I loved my wife too, and I love my— I love my son."

Lyka's eyes widened. He had a family too? And why did he hesitate on the last bit? "Your son?"

"I love him, but…" Dr. Rubicon shook his head. "…he's a fucking idiot."

 _Whoa, that came outta nowhere._ Lyka leaned towards the bars. "What happened?"

"I wanted him to follow in my footsteps. Go to the science academy. Learn about robotics. Get a good career. Marry and give me grandchildren." Dr. Rubicon's eyes hardened, his speech accelerating more and more, each word harsher than the last one. "He didn't want any of that. No, this little _shit_ thought he was invincible, and he wanted to go off on a grand, dangerous adventure. You want to know what he did?"

The crocodile looked Lyka straight in the face now, his slit eyes burning like little yellow fires in the dim light. A primal fear washed over her, making her lean back instinctively.

"I'll tell you," the doctor continued. "One day he was just gone from his room, and I saw he'd taken a sizeable amount of money out of my bank account too. I called the police. I called private detectives. No one had any idea where my son could have gone. It was like he simply vanished." Dr. Rubicon chuckled, shaking his head. "But I found out later though. Oh goodness, did I find out what happened to him. The answer came right through my front door."

"What?" Lyka didn't like the sound of that. "What do you mean?"

"A few weeks after he left, several men in black tactical gear kicked down my door. They shot my wife while she was making dinner, and then blasted me with their stun rods, hitting me with a few hundred thousand volts. It happened so fast I didn't even have time to call out to her. Beatrice just died, right there…" A growl rose up in his throat. "Next thing I knew, I woke up in a small cell not all that different from this one, and that's when I met the goddamn Accountant for the first time. He showed me this picture of my son."

Dr. Rubicon pulled a photograph out of his pocket, holding it out for Lyka to see. Taking a deep breath and afraid of what she might see, Lyka stood up and craned her head out between the bars as far as she could. The photo showed a much younger crocodile manning a forklift in a warehouse somewhere. Lyka squinted. Did she just see it wrong from this distance?

"I don't get it. What's bad about that?"

He slipped the photo back into his pocket. "Mr. Wagner said my son told him all about me. So now, he wanted me to build him war machines. Use my experience to design new weapons for Andross. My son was to be used to keep me in line. As long as I cooperated, my son got to stay nice and safe back on Venom in that warehouse, far away from the fighting. He wouldn't be told anything about me or my arrangement with Wagner. That was the deal. The thing is…" Dr. Rubicon paused, looking like he didn't want to say what was about to come out of his mouth. "…Colonel Wagner started getting impatient. Wanting me to work faster and faster. I just couldn't keep up anymore. One day he told me my son was to be sent to the front lines, straight to Corneria. My punishment for taking too long to finish Spyborg. They put him on a ship called the Attack Carrier. I got the feeling Wagner was just doing it to scare me. He didn't think my son would actually die." The crocodile's hands clenched around the edges of his bunk. "But then Star Fox came along."

Lyka's eyes widened. "You heard about what happened too, huh?"

"Wagner tried to keep me in the dark about how the Cornerian offensive failed, but it was impossible to keep the news out of the labs. For a few days it was all anybody could talk about. I should have been happy Venom was finally getting what was coming to it, but now my wife is dead, and I don't know if my son is still alive. A father…" A tear rolled down from the doctor's eyes, and he rubbed it away. "A father should never outlive his son. Never. Wagner's taken everything from me now."

"But your son might still be alive though, right?"

"Oh, Wagner assured me he is alive, but he could be lying for all I know." Dr. Rubicon kept wiping his eyes. "Anything to keep me working, especially now. I just wish I could know for sure one way or the other."

Lyka glanced at her PDC.

"You said something about an Attack Carrier?" Lyka typed on it, scrolling through a few menus.

The croc glanced up, teary eyed. "Yes?"

"Uh… I don't know if you want to see this, but if you want to know what happened to your son I think you should watch it." Lyka found the correct video file and turned the screen around. "This is a Cornerian news broadcast. We're not supposed to watch anything besides Venomian state media, but I don't care."

The video glitched a lot, frequently freezing or showing random blips of color across the screen. Banned footage was difficult to get here, and the footage often got copied and recopied multiple times, the quality degrading each time. However, when the video stabilized, one could see a vixen reporter, dressed in a helmet and blue armored vest labeled 'PRESS". She stood on a beach on Corneria somewhere, the ocean behind her. Smoke rose up from the water far off in the distance, a number of Cornerian vessels hovering around it. The reporter pointed a finger towards the smoke.

"…as you can see, a mercenary team managed to destroy the Venomian Attack Carrier that was inbound for Corneria City." She turned to look back at the camera again. "We've gotten word the team is called Star Fox. They've already taken off to help with repelling the Venomian fleet moving through Meteo, so we didn't get a chance to talk with them. However, they've saved a lot of lives today. It looked like it was over for our planet, and then they just came out of nowhere and turned it all around!" Looking back to the smoke and the vessels circling it, she continued talking. "The CDF has dispatched ships to look for survivors, but I've been told the Attack Carrier went down so quickly no one made it out in time. The CDF doesn't expect to find anyone alive—"

"No more, please." Dr. Rubicon turned away.

"I'm sorry." Lyka put her PDC away. "Maybe I shouldn't have shown you that."

"No, it's all right. Now I know for sure. Thank you, Lyka."

He sniffed one more time, before going back to staring at the wall again. Lyka let him be that way for the next few minutes.

However, she didn't like staying quiet for too long. "Do you mind if I share my story with you?"

"Go ahead please… I don't mind the distraction."

Lyka took a deep breath. "I'm from an enclave of painted dogs on Papetoon. We call ourselves the Painted Guild, and we've been in the mercenary business for generations. Everyone in the guild is either a close friend or a relative of mine. Makes it easier for us to work together as a team, since we've all known each other from birth and we'll fight to the death to protect each other."

Fond memories crossed through her head. She could feel the warm wind flowing across her skin and the hot sand beneath her toes just mentioning her homeworld's name.

"When we get old enough and we get enough experience, we're allowed to create and lead our own pack within the guild. About two years ago on my nineteenth birthday I created one myself called _Testa Rossa_. The pack was just three of us: my best friend Calia, my little brother Jamo, and myself. I was so happy that day. We had our own space fighters and everything. I'd been working towards having a pack my whole life." A faint smile came to her face she pointed at her orange mohawk. "I've had my hair like this most of my life, so I decided to make it our pack's symbol. The other packs have their own names and symbols too."

"But you're alone here, aren't you?"

The reminder was like a knife in Lyka's heart, her smile fading away. Hesitantly, she nodded. "One year, two months, and seven days ago, I decided to take my pack to Titania. Corneria normally kept the place locked down tight, but with this war going on they couldn't afford to keep patrols around there anymore. I'd heard stories about the planet having ancient ruins. My stupid nineteen year old self thought we could go there, find some artifacts, and sell them for a lot of cash. When we got there, it didn't take us long to find an old temple poking out of the sand. We descended to land in front of it…and everything went to shit."

"What happened?"

Lyka closed her eyes, shaking her head. "Giant sand worms. The vibrations in the sand from our engine's downdraft must have pissed them off, because right as we touched down they broke through the surface under us. I got to watch Calia's ship get chomped in half by one of those bastards in the space of about five seconds. The sandworm pulled what was left of her and her ship into its mouth, and just went back into the sand like it was water. One second I saw her, the next she was just...gone. Like she never existed."

Tears welled in her eyes.

"Jamo set down to help, I called out to him to stop, but before he could even open the hatch another huge worm jumped out of the sand, crashing down right on top of him and his ship maw first. He went under just as quickly as Calia. Both of them gone now, my entire pack, just like that."

She wrapped her hand around one of the bars of her cell, squeezing it.

"I tried to land next, but another one of those bastard worms leaped at me, taking a chunk right out of the side of my fighter. Scared the shit out of me. I darted back in the air as fast as I could. I just looked at the sand…the spots where they'd gone under. I wanted to help, I really did. But if I landed, I'd just join them in their new graves. Plus my ship wasn't in good shape after that bite. Red warning lights were blaring all over the instrument panels. I had to get out of there and get back to the guild…find help. But as I set back, I knew I wasn't going to be able to make it back to Papetoon like this. The worm nicked my fuel tank, and it leaked out fast.

"Sitting in that cockpit, I was freaking out. Because Corneria held a blockade there for so long until recently, there'd be no one out here to save me. I didn't tell the rest of the guild where we were going either. So without fuel, I drifted towards Sector X… That's when I stumbled across this base by accident. A Venomian patrol picked me up, and they brought me here. They wanted to kill me on the spot, but Wikus stopped them."

"The major who was talking to you in my lab?"

Lyka nodded. "He felt sorry for me, and gave me a job here. But I've been stuck here ever since. Wikus does want to help me get home, but Venom can't let me leave here. They're afraid I'll spill this secret base's location to Corneria. So I'm pretty much stuck here until the war ends, one way or another."

"Sounds like we have something in common, doesn't it? We're both slaves here."

She grimaced at his observation. "Looks that way."

"It's strange how that Major talked to you like you're an equal. I've never seen a Venomian officer talk to a mercenary that way."

"His way of dealing with being stuck out here in space for months on end. We all live in these metal boxes out in the middle of nowhere, so he figures we may as well be friends."

"He sounds like a good person, far too good for the people he works for."

"He is. I just wish I could talk him into leaving this place with me. It's not safe here anymore, not with Star Fox around."

Dr. Rubicon didn't answer, tapping a clawed finger on one of the bars.

"How long will you be in this brig?"

"Wikus said just a day or two."

"That's good. I'd try to stay out of here Lyka. You never know when an attack could happen these days."

Lyka glanced at him. "I didn't even think of that." She shivered at imagining the station blowing up around her while being locked in this cage.

"Thank you for talking to me, by the way. It's rare to have a conversation like this."

"It's fine. Outside of Wikus it's hard for me to talk like this too."

Dr. Rubicon yawned, stretching his arms. "I'm ready for sleep now." He stood up, removing his lab coat and tie, hanging them on a nearby rack. "Good night Lyka."

"'Night…" Lyka watched him settle into bed.

Without a conversation partner, she didn't know what she was going to do now, considering she'd already slept nine hours and felt rested. And Wikus hadn't come back with anything from her room yet. The Accountant must have been running him ragged. She leaned back against the wall. Why did the doctor seem so concerned about her being in the brig though? It felt a bit odd. Ah well, she had plenty of time to think about whatever she wanted right now. Leaning back on her bed, she hoped Wikus wouldn't take too long to return.

* * *

A few days later, Colonel Wagner observed the scientists working on the robotic guardian Spyborg in Testing Bay 4. With all the main pieces in place, it resembled a giant robot torso standing several stories tall. The rectangular-shaped head extended its long edges over the shoulders, while the two circular robotic eyes mounted into it stared straight forward. It looked a little strange, but with its armor it could withstand just about anything, from laser blasts to nova bombs. When attacking, it would respond with either the ion cannons mounted inside the eyes, or it would simply punch straight through anything in its way with those rocket fists. When they tested the arms back on Macbeth, Wagner saw it punching straight through the sides of mountains, sending ore tumbling down everywhere. That made sense, considering it started out as a piece of mining equipment that Dr. Rubicon designed while with Space Dynamics.

Speaking of the doctor, Colonel Wagner glanced upwards at the window into the doctor's personal lab. He couldn't see the doctor himself, but knew he was up there regardless, working away. While he needed to see Dr. Rubicon later, first he wanted to relax a bit in his office.

Walking through the station, he wandered back to his office. While he still felt furious about that mercenary dog insulting him earlier, his stay here had been productive. He'd felt skittish about using the warp portal to move Spyborg, himself, and the doctor here, but the device seemed to have worked flawlessly. If only they'd had it earlier in the war, things would have been so different.

But the testing process proved challenging and produced many, many failures before it could be used practically. Many test subjects (amply provided by the POW camps) died agonizing deaths passing through it, but as long as they weren't Venomian Wagner didn't care. Necessary sacrifices for the glory of Venom and her scientific advancements.

In any case, the warp portal technology being used in a practical manner for the first time would surely put him in the good graces with Andross. And while Star Wolf being defeated by Star Fox had most of Venom's commanders terrified, Wagner also saw it as a great opportunity. If Spyborg ended up destroying that fox and those other pesky mercenaries, he'd be the greatest hero the empire had ever known. Andross would surely reward him with a grand promotion and enormous power should that come to pass.

He reached the door to his temporary office, placing his hand on the biometric scanner. While not as comfortable as his regular office on Macbeth, he had arranged to bring some of the comforts of home with him. The door whooshed open, revealing a room with recently-installed ornate wood paneling. The paneling came from rare trees growing only within a few hundred specific acres on Fortuna, carved by expert artisans and shipped here at great expense. Paintings pilfered from the Zonessian National Gallery adorned the walls, Wagner himself a fan of the tropical and ocean settings many of them featured. A pity that planet ended up getting polluted by their war machines. He had wanted to retire to a nice tropical estate there once this all blew over.

Wagner took a seat in an ornate leather chair and behind a large marble desk, both of which were also brought over from his office back on Macbeth. He felt himself getting settled in when someone knocked on his door, interrupting his thoughts. Growling, Wagner tapped some commands into a nearby keyboard. The door whooshed aside, revealing the station's young major standing there.

"What are you doing here?" Wagner snapped.

The lemur narrowed his eyes, but kept his voice even. "You...called me in here for a meeting?"

Blinking, Wagner looked over at the nearby monitor, clicking through his calendar. Sure enough, he'd scheduled a meeting right now but had just forgotten about it. "Sit then. You're late." He waved for the major to sit in a chair in front of his desk.

While still looking a tad pissed, Major Mikatonus did as he was told.

"I brought you in here because I noticed something important was omitted from your briefing. You were told that Dr. Rubicon is a prisoner of ours, correct? He's working on this project against his will?"

"Yes." The major nodded. "I've got a round the clock security detail on his lab and we have guards checking his cell block in regular rotations. I also know about how you're using his son as a hostage."

"Did you know his son's already dead? Died in the attack on Corneria? His ship blown up by Star Fox?"

"…no. No I did not."

"Then there's something I find concerning about Dr. Rubicon's sleeping accommodations." The major shifted in his chair with rapt attention, looking a bit nervous. In any case, Wagner finished typing commands into the machine. Once he had the correct window up, he spun around his monitor. "This was brought to my attention within the past half hour." It showed a security feed of the cell block from a few days prior. On one side, the camera could see Dr. Rubicon. Directly opposite him could be seen that woman who yelled at him in the cafeteria the other day.

"Because of what happened with his son, we must keep Dr. Rubicon in the dark as much as possible. He cannot talk to anyone about anything except for what would help him complete this project. Yet you put him in a cell block with that contractor. The security cameras saw her doing this."

He pressed play on the video. There wasn't any audio, but the woman could be seen showing Dr. Rubicon a video on her PDC.

"What is she showing him?"

"I don't know, but we must detain Dr. Rubicon right away and get him to tell us what exactly he saw. I don't know what he'll do if he finds out his son died during the Corneria attack, and we need to keep him away from Spyborg until we get this straightened out. I'll deal with the contractor later as well."

"Her name is Lyka." The major narrowed his eyes. "What are you going to do with her?"

While a bit annoyed at Major Mikatonus' tone, he let it slide. "I'll have her executed, of course. Once we're done interrogating her about this incident, I'll have her thrown out of an airlock. She's mercenary scum, and a traitor to Andross and Venom. You should have never let her into this station." Colonel Wagner stood up from the desk. "Now, I need to go detain Dr. Rubicon right away. I'll handle your punishment for this oversight later."

And with that, he walked around his desk, leaving the major sitting there in stunned silence. Five minutes later, Wagner walked down the hallway behind a large security detail decked out in riot gear, all of them marching towards Dr. Rubicon's lab. The doctor was still there, according to the security feed. In fact he seemed to just be doing his work as normal. It could have been any other day.

Reaching the lab's door, the first guard in line punched in the entry code. As soon as the door whooshed open, four of the riot suits rushed inside, all directing their guns at the seated doctor at his computer.

"Dr. Rubicon!" Wagner called out from behind them. "On the floor, hands behind your back!"

Dr. Rubicon did something that shocked Wagner to his core: the doctor ignored him. The crocodile kept typing away on the machine like he'd heard nothing. Wagner froze, unable to process this. This was the first time Rubicon showed any defiance since they captured him all those years ago. The colonel's hands tightened into fists. His prisoner dared to disrespect him? First there was that contractor insulting him, and now this! "You slime, I'm not going to ask again! Get down now!"

Still no response.

Wagner patted one of the riot suit soldiers on the back. "Do it the hard way."

The four soldiers rushed him, all of them grabbing him and trying to haul him backwards out of the chair. Dr. Rubicon bellowed as he rose into a stand, his roar vibrating the room's walls. One of the soldiers got lifted off the floor as he tried to hold onto Dr. Rubicon's shoulders, the rest getting flung backwards. The crocodile reached over his back, grabbing the much smaller soldier and simply throwing him across the room like a ragdoll. He hit a nearby server, the plastic and metal caving in from the impact as the riot soldier fell to the floor, unconscious.

The other soldiers rushed him, but even with their armor they looked like children compared to Dr. Rubicon's monstrous size. He swiped a clawed hand towards the helmet of one of the guards, taking his faceplate clean off and leaving three wide red gashes on the face of the chimp underneath. The monkey screamed, plunging his hands against his wounded face as he collapsed to the floor. Another one whacked Dr. Rubicon in the back with a stun baton. Dr. Rubicon screamed as his neck snapped backwards from the shock hitting him. But it only stopped him for a moment, as he spun around and brought his muscular tail to bear, hitting the hapless soldier with a sickening crack and sending him flying across the room, crashing through a table.

Wagner watched, stunned at the scene. Was this really happening right now? Shaking his head, he barked into his PDC. "I need backup at Dr. Rubicon's lab now! Hurry!"

One guard remained, standing off to the side and pointing his laser rifle at the doctor. Wagner noticed the weapon trembling in the final soldier's hands. Dr. Rubicon stared the man down, the soldier frozen in place by the crocodile's reptilian eyes. Without so much as a word, Dr. Rubicon reached out, snatched the rifle right out of the soldier's hands, and tossed it towards the nearby window. It smashed through the glass, a thunk as it landed on the floor below. The soldier ran for his life, brushing past Wagner.

"Get back here!" Wagner screamed after him, but the soldier was already down the hallway.

The doctor returned to his computer, typing fast now and looking desperate to finish something. Wagner didn't know what it was, but he got the feeling he did not want it to be completed.

"Dylan!" Wagner drew his sidearm. "Get away from that computer now, or I will shoot!"

Dr. Rubicon ignored him again. _You insolent bastard!_ Wagner aimed carefully, firing off a shot. The monitor in front of Dr. Rubicon exploded, peppering him with sparks and shattered glass. The crocodile snarled, flipping aside his chair as he stood to face down Wagner. The colonel froze, feeling those reptilian slit eyes staring right through him. Hatred. Raw, complete hatred coursing through them. Wagner just realized he made a grave mistake.

The colonel started to raise his gun, but the monstrous crocodile charged him, jaws open wide and crossing the space between them in two seconds flat. A loud crunching sound resonated in the air, small points that felt like fire spreading all through Wagner's shoulder. The colonel screamed, feeling his flesh and bone painfully compressed in Rubicon's massive jaws as they both toppled to the floor. Wagner couldn't even see anything, being in too much agony to focus. _It's over. This barbaric monster's going to kill me. That's all there is to it._

He waited for the end and- Several blasters went off, Wagner feeling the bolts strike the massive crocodile laying on top of him. Dr. Rubicon's jaws fell slack, the doctor sliding off of Wagner and onto the nearby floor. Someone dragged Wagner away from the crocodile and up onto his feet. He looked up to see the faces of one of the backup soldiers he'd ordered. More of them flooded into the room.

As Wagner spun around to see where Dr. Rubicon was, the doctor climbed to his feet and roared, preparing for another charge. He never got the chance. All of the soldiers opened fire, peppering his body with bloody red holes across his lab coat and shirt. The doctor screamed, held back by the gunfire, until he took a blaster bolt straight in the eye, sending him toppling to the floor. A killing headshot. Dr. Rubicon's fresh corpse slammed into the steel floor, shaking the entire room when it hit the ground.

"Fuck…" Wagner hissed, clutching his shoulder. He looked over and could see all of the bloody holes where Dr. Rubicon's teeth punctured through his uniform, making a neat outline in the shape of the crocodile's jaw.

"Are you all right sir?" One of the soldiers ran over. "You need to go to medical!"

"That would be…good…" Wagner grunted, holding a hand to his bite wound. The injury did look bad. However, what just transpired troubled him more. They'd just killed their lead scientist on the Spyborg project. This would set them back weeks, if not months on completing this project. It was time they didn't have with Star Fox running around. When Andross found out about this, he'd be calling for Wagner's head on a stake. The soldier kept asking him to go to the medical center, but Wagner was too lost in his own thoughts to hear.

"Sir? Sir!" A different soldier was calling out.

Wikus turned his attention to him. "What is it?"

The soldier pointed to a nearby computer monitor, next to the one that Wagner had shot. On the screen was displayed one sentence, green words on a black background:

 _Where is the creator?_

"What?" Wagner raised an eyebrow. "What does that mean?"

"Uh… Sir, look to your left."

Wagner turned towards the window looking into the hangar where they were keeping Spyborg. The robot's eyes, which had been pitch black before, now glowed with a bright yellow intensity, head turned to look directly at Wagner. More text filled the nearby monitor.

 _Where is the creator?_

 _Where is the creator?_

 _Where is the creator?_

The same line soon repeated all to the bottom of the monitor, a scroll bar appearing as even more of the messages popped in.

"Get the other scientists on the project…" Wagner grunted from the pain. "Get them here now."

"Sir!" One of the soldiers saluted and took off running.

Wagner slipped into a chair, feeling a little lightheaded from all the blood loss.

"You should get to the medical," one of the other soldiers said. "You could die."

"This can't wait."

Soon they'd finished rounding up all the scientists, bringing them into the lab. No one had bothered to move Dr. Rubicon's body. A collective gasp came up amongst the group of white coats as they entered the room and spotted it. Some of them looked like they wanted to run away, but Wagner's soldiers barred the door.

Wagner turned to Rubicon's second in command scientist on the project. He was a bat, wearing a modified white coat with wider sleeves designed to accommodate his wings.

"Dr. Alex Kaspersky…" Wagner gestured for him to look at the monitor with the strange text. "Please step over here."

The bat shivered, adjusting his glasses as he stared at the corpse. Gathering up his courage, he walked over to the monitor where the Spyborg's message played again and again.

"Explain this. What is Spyborg doing?"

Alex took a deep breath. "I'm not sure. Dr. Rubicon was doing most of the work on Spyborg's AI himself. Only he would know what to make of this. We…he didn't really let us in on what all he was doing."

"Well, figure out what this means. Even with Dr. Rubicon gone, we have to get Spyborg operational ASAP. Emperor Andross is counting on us."

The bat eyed the monitor a little bit longer, then looked to the gathered group of scientists. "Hey Vivian."

An armadillo scientist stepped forward, walking over to him. Alex stood up to let him sit. "You've worked the most with Dylan on the AI right?"

Vivian nodded.

"Okay, you keep looking at this. Everyone else, let's go back to the testing bay."

Alex departed with the other scientists, as Vivian typed in commands on a nearby machine. Wagner watched the scientist work, still feeling faint from the blood loss as he pressed his other arm over the wounds. He still didn't want to leave the room just yet though.

Turning to one of the guards in the room, Wagner said, "Go fetch one of the doctors from medical. Tell him to come here."

"Sir!" the grunt saluted, leaving the room.

"Uh, Colonel Wagner?" Vivian said off to the side. "You may want to look at this."

Wagner glanced at the monitor again, and felt his blood run cold. The words had changed.

 _Destroy._

 _Destroy._

 _Destroy._

 _Destroy._

"Why is it saying that?"

"I-I don't know. Dr. Rubicon designed the AI. I don't know as much about it."

"Just shut it down. We'll figure it out afterwards."

"Good idea." Vivian clicked through a few menus. Eventually a dashboard screen popped up, showing various diagnostics on Spyborg's internal systems. Vivian moved the mouse over a red button marked 'SHUT DOWN'. He clicked on it…and nothing happened. Vivian frowned, hammering the mouse repeatedly, but the frantic clicks didn't seem to do anything.

"Something wrong?" Wagner asked.

"I'm trying to stop it, but it won't let me."

"Keep trying."

"I am but I don't know what to do… Oh shit!" Vivian started clicking around at a frantic pace.

"What?"

"Look!" Vivian pointed.

A large window took up one corner of the dashboard, labelled 'WEAPON SYSTEMS/COMBAT ROUTINES' and showing an array of progress bars. The bars were filling up at a rapid pace.

"You worked on this thing! You should know how to stop it!"

"No…Dr. Rubicon did, but you killed him! I-I don't know the code like he does!"

"Do something!" Wagner screamed.

"I don't know what to do!"

The last progress bar filled up. A bright yellow light blared into the lab through the nearby window. Wagner turned to look, staring face to face with Spyborg again. Its eyes glowed brighter than ever before, looking almost like twin suns.

Wagner started to get up, but his movements felt so sluggish from all the blood loss, his body not responding as fast as he wanted it to. The nearby monitor changed its text again.

 _I will destroy all enemies._

 _I will destroy all enemies._

 _I will destroy all enemies._

" _You are an enemy_." Spyborg's electronic voice boomed into the lab as it pulled back one of its massive arms, clenching its hand into a fist. Wagner made it two steps before Spyborg punched, pulverizing the entire lab into a giant lump of metal, plastic, and glass.


	4. Chapter 3

**Chapter 3 - Escape**

 _A few minutes earlier…_

"Lyka, why the hell did you have to tell Dr. Rubicon his son was dead?"

"I don't know!" Lyka growled. "I guess I just felt sorry for him and I thought he should know for sure."

That pissed him off. She had no clue what she had just done. "Your fat mouth is gonna get both of us killed if you keep this up!"

"What's the big deal? I just figure at worst he'll go on strike or something."

Wikus clenched his teeth together. She was like an ignorant teenager who either didn't know or care about the consequences of her actions. " _I'm not joking!_ " Wikus grabbed her by the shoulders, shouting in her face. "Wagner is going to kill you!"

"What?!" Lyka's eyes went wide, as the gravity of the situation hit her. "You're serious?"

" _Dead_ serious! That's why we're hiding in here!"

He waved at the hydroponics farm chamber around them. Vines trickled down from water and nutrient baths mounted into the ceiling, various fruits and vegetables growing in the greenery. Unlike the other parts of the station, the air in here felt hot and heavy with humidity, a soft breeze blowing through as simulated sunlight poured down on them from the UV lights. Wikus chose hydroponics to hide in because it was large, the staff only came in here once in a while to check on the plants, and the thick overgrowth provided plenty of hiding places. But this was only a temporary solution, and he knew it.

"Now I've gotta figure out what I'm gonna do with you while somehow covering my own ass!" In a huff, he sat on a nearby bucket of fertilizer to weigh his options. None of them sounded good in his head. He needed a miracle now if he was going to save Lyka.

Lyka was about to say something when the whole room shook, the vines swaying with the motion. Before Wikus could say anything, his PDC rang. Answering it, he said, "Yeah, this is Major Mikatonus. What's up?"

"Major!" That was the voice of Lieutenant Commander Richard Slater on the other end. "Colonel Wagner and Dr. Rubicon are dead and Spyborg's gone homicidal!"

Did he just hear that right? "What the f—" Wikus shook his head. "How did _that_ happen?"

"Here, just look!"

Richard sent him a video file. Wikus opened it up. It showed a security camera feed in Dr. Rubicon's lab. He watched as the doctor fought with Wagner and his soldiers, before he was shot to death. The video skipped ahead a few minutes. Now he was looking through one of Testing Bay 4's cameras. Spyborg started up, stared into Dr. Rubicon's lab through the window, and smashed it into a tin can, Colonel Wagner becoming meat paste inside of it.

"Oh god…" Wikus' mouth hung open.

Lyka looked just as freaked out. Wagner wouldn't be a problem anymore, but now everyone in this station had a much bigger problem. Inside the testing bay, the scientists tripped over each other as they ran for their lives, looking like little white ants trying to get away from the giant kill bot. Spyborg turned to look at them.

"Destroy. Destroy," the robot droned.

Spyborg raised its left fist over a small pack of fleeing scientists. Wikus looked away at the last second, but not without hearing a splat sound. Then another pack of scientists was blasted into ash by the ion cannon.

Wikus counted seven people dead, the first casualties under his command. Of course, given there was a war going on right now he thought it would be naïve to not expect people to die at his base. But he never thought he'd see it happening because of something like this. Among the dead, he saw Vivian, Archibald, and Harry. People he'd had laughs and drinks with in the cafeteria from time to time, held parties for their birthdays…gone, just like that. Wikus lowered his PDC, the room feeling like it was spinning. Vomit rose up in his throat.

"Wikus!" Richard said. "We need you in the command center! We need orders here! Hurry!"

Wikus took a moment to collect himself, choking back the bile. "What's Spyborg doing right now?"

"It looks like it's just sitting in the middle of the testing bay. It's rotating its head around like its scanning or something. I don't know."

"Okay, on my way. Keep me updated on Spyborg, and move everyone away from the testing part of the station." He put away his PDC, staring at Lyka. "Dr. Rubicon going on strike is the worst thing that could happen, huh?"

Lyka avoided his hard gaze, staring at the floor.

"Never mind. I'll figure out what to do with you later. First I've got to clean up this mess you made." Wikus jumped off the barrel, waving for her to follow. "You come with me."

Lyka gave a small nod, but she looked dazed, like her brain was still trying to process what she just saw. They sprinted to the other side of the station, making it to the command center in record time. It was full of officers, some seated at the workstations, others milling about and discussing what to do about the giant killer robot terrorizing the base. On the wall on the far side of the room, a massive screen showed a view of Spyborg idling inside Testing Bay 4, not active at the moment since all the scientists had fled.

"Has Spyborg moved?" he called out.

"No sir!" one of the ensigns answered back.

"Wikus!" Wikus turned around, finding himself face to face with Richard. He was an iguana, and the frills on his neck and head trembled in fear. "Your orders?"

Wikus just stared back, feeling at a loss. This was a secret base, so they'd never been attacked before. This was all new to him. Sure, he'd been trained for this back on Venom, but the academy was a distant memory now. Everyone was counting on him to save their lives, and he had no idea what to do.

"Well, um…" He smacked his lips. "What would you suggest Richard?"

Richard's face fell at that, which didn't help. The major also heard gasps nearby from those who overheard his words, a string of whispers about him starting to float through the room. The tension thickened in the air.

"Okay, uh…" Wikus scratched his chin, thinking up a plan on the fly. "Red alert. Get shock troops to Testing Bay 4 right away. Tell them to bring plasma cannons and missile launchers."

"You're going to have us fire those weapons _inside_ the station?" Richard looked at him like he'd just suggested they blow up the station, which come to think of it those weapons would probably end up doing just that.

Flustered, Wikus shouted. "Well, I don't know what else to do right now! We have to stop that thing!"

"Major! The view screen!" one of the ensigns called out.

Wikus looked at it. Spyborg's eyes fixated on the two massive sliding doors at the back of Testing Bay 4. Those led into the vacuum. The giant robot tensed its arms up, then pounded its fists with a jackhammer-like rhythm, pummeling the gap between the two doors again and again and again. A hole started to open up. Spyborg thrust its hands into the new opening, pulling outward. With a huge screech heard round the station, the doors ripped open, the decompression sucking away all the lab equipment out into space. Spyborg flew out through the doors and it was gone from view.

"Where's it going?! Find it!" Wikus screamed to the surveillance station. He turned back to Richard. "Okay… Change of plans. Get the fighters out there, and get the point defenses online. It looks like we're going to have to destroy Spyborg."

"Are you sure? What will Andross think if you destroy his new secret weapon?"

Wikus blinked. What _would_ Andross do to him for this? But then again, what if he sat by while Spyborg destroyed the base? _Damned if you do, damned if you don't…_ Wikus shook his head. At least this time the choice was easy. "I say we destroy it. It's not worth losing our lives over."

Richard looked uneasy about getting on Andross' bad side, but called out to one of the ensigns. "Deploy fighters, activate point defenses. Engage Spyborg. Shoot to kill."

The main screen changed to show Spyborg hovering outside the station, looking back and forth as if scanning again. The fighters appeared on monitor, firing their lasers while the gun batteries joined in. Lasers struck Spyborg at multiple points. Spyborg showed no reaction, remaining motionless as it took the fire. When the first fighters in line buzzed past, the robot swatted one out of the air like a fly. As the first group retreated, Spyborg rotated its head around, erasing two more fighters with its eye cannons as they tried to flee. Wikus' heart pounded. They only had thirty fighters at this base.

"We need to get help!" Wikus turned to his communications officer. "Get the Titania base on the line! We need backup and evac!"

"Understood!" The comms officer turned back to his station.

In the meantime, Spyborg swatted two more fighters and blasted a third, already bringing its kill count to six. Only twenty four fighters left now. The station's point defenses blasted away at the robot, but Spyborg only responded by shooting its ion cannons back. Explosions rumbled across the station as the gun batteries blew up.

"Comms!" Wikus leaned over the console in front of him, looking to the officer. "Are you through? How long till we can get help?"

"They won't be here for at least an hour."

"Shit…" Wikus cursed. "Okay, tell them to hurry!"

"At this rate," Richard said, "Our defenses won't last five more minutes."

Wikus leaned against the console again, his mind racing, trying to remember all the things he learned back in the academy years ago. What the hell was he supposed to do? He could feel everyone in the room staring right at him. Too much. It was too much. Wikus turned away, marching towards the room's exit. Before he could reach the door, Lyka stepped in front of him.

"Where are you going?" She glared at him.

Wikus couldn't say anything. He just closed his eyes, feeling defeated as he tried to walk around her.

"No you don't!" Lyka grabbed him by the shoulder, pushing him back. "I'm not dying because you couldn't do your job!"

Everyone in the room gasped. They'd known Lyka to be aggressive sure, but never something as bold as pushing the base commander. She folded her arms and gave Wikus a hard stare, protecting that exit like an angry guard dog. When Wikus didn't go back to giving orders, she sighed and decided to throw in her own thoughts.

"Those fighters are getting too close…" Lyka said to Richard, after glancing at the video feed. "Tell the fighters to back off, take potshots from a distance, and lure Spyborg away from the base. We need to stall for time until backup gets here. It's what I was taught back on Papetoon when facing an enemy who's too powerful for you. Also, we need to evacuate the station in case our defenses can't hold. Last, we need to get any scientists who worked on Spyborg in here. We need to know what its capabilities and weaknesses are."

Wikus stared at her, dumbfounded by how she just took command like that and nobody objected, not even himself. Richard looked to him for guidance.

"Just do what she says!" Wikus said to Richard.

An ensign contacted the fighters and told them Lyka's plan, while the chief of security ran to grab any scientists who were still alive after what happened in Testing Bay 4. Meanwhile, a general alert went through the base, ordering non-combat personnel to evacuate. As they watched, the fighters switched to the new tactics. So far, the plan seemed to be working. Spyborg receded into the distance from the camera's view, the laser blasts becoming more like pinpricks of light as the fighting moved further away.

The chief ran back inside with the bat scientist Kaspersky. Lyka pulled him aside as soon as he came in. "Tell us how to kill that thing!" She jerked a finger at the monitor.

Alex was breathing hard, looking like he was hyperventilating. "You-you know I just watched everyone else on my team die right in front of me, right? And then I get dragged in here?" His glasses laid askew on his face from Lyka grabbing him. With a nervous hand, he slipped them back into place, looking over to the monitor. "Uh…I'm not sure how you could kill it. Spyborg was built to rip spaceships and bases apart with nothing but its bare hands. It's built extremely tough, like the wrecking machine to end all wrecking machines."

"Tell us something we _don't_ know!"

Alex winced at Lyka shouting at him. "Uh, well… It's programmed to minimize threats against itself while maximizing casualties. It also tries to destroy methods of escape, like hangar bays and escape pods."

"Did you say escape pods? Oh no…" Wikus looked back at the monitor.

The sphere-shaped escape pods flew into the camera's view. As soon as Spyborg spotted them, it raised one of its arms up. Rocket boosters ignited as the arm detached from Spyborg, sending it flying straight for the herd of defenseless ships. The pods shattered into pieces on contact, the fist plowing through them like they weren't there. Meanwhile, Spyborg didn't let up on its attacks on the fighters with its other arm. Another two were smashed into bits right before their eyes. Wikus read a nearby readout that showed only twelve fighters left in the air now.

Abruptly, Spyborg exited the screen frame.

"Find it again! Quick!"

"Major..." An ensign called out. "It found _us_."

The main screen changed to show another camera, this one mounted on the exterior wall just outside the room they were all standing in. Spyborg looked directly into the camera, its 'face' big enough to fill most of the picture. One got the feeling it could see them all right through the camera.

"Evacuate now!" Wikus waved everybody towards the exit.

Panic gripped the room, screams and shouts as everybody rushed to escape. It was every man for himself, people getting pushed and shoved out of the way. Wikus watched Alex get bowled over to the floor, trampled over by people stampeding to the exit. The major took a look between Alex on the floor, then Spyborg, then considered leaving him, but…

"Ah screw it!"

Fighting his way back through the crowd, Wikus dragged Alex to his feet, Lyka rushing in to help him. Sparing one more glance at the main monitor, Wikus wished he hadn't. Spyborg pulled back its arm, winding up for another punch. With Wikus and Lyka working together, they dragged Alex across the entire room and out the door within seconds.

Spyborg's fist smashed right through the main screen, the compressed air blasting back into space and taking anything that wasn't nailed down with it. An emergency shutter slammed down over the command center's exit, sealing off the exposed room. Lyka and Wikus laid against the opposite wall, breathing hard. Alex's feet were inches from the shutter. If they'd been just a second closer, his feet would have been chopped off. As the bat climbed to his feet, he looked like he was going to faint seeing what almost happened to him.

"Th-thank you…" Alex said, dusting himself off once he got on his feet.

Wikus was still trying to catch his breath. "Don't worry about it."

Screams and shouts could be heard echoing down the hallways, sometimes even drowning out the alarms themselves. The entire station was fast becoming a madhouse. Wikus could even hear stray blaster shots from time to time, although who or what was being shot he didn't know— The hallway shook, sending the three of them tumbling to the floor. When Wikus climbed back to his feet, he saw the bulge of a giant fist in the shutter they'd just walked through.

"Come on! We've got to keep moving!" Lyka shouted.

They seemed to have nonverbally agreed to stick together, hurrying to get further inside the station and away from Spyborg. But that robot wasn't making it easy. Every time Spyborg hit the station, shockwaves went through the entire base, sending them tumbling to the floor if they didn't grab on something. The station's defenses must have failed by now, with Spyborg no longer having any distractions from its demolition project. When they reached a main corridor, Wikus got his first look at the chaos. Soldiers, mercenaries, and scientists alike ran in all directions, nobody seeming to have any idea where to go or what to do.

Wikus spotted a door leading into an empty supplies room. "Lyka! Alex! Over here!" After the three of them stepped inside the relative quiet of the room, Wikus pulled out his PDC and punched in some commands. According to his device, nearly all of the escape pods had already left. Then again, the pods didn't save most of the people who used them. Maybe they could find a ship to get out with? It'd be a faster craft and thus easier to escape Spyborg in one of those. Wikus looked at a diagram of the station, trying to locate the nearest hangar. Most of them flashed red, indicating they'd either been destroyed or detached from the station's superstructure. And the ones that were left looked too far to run for before Spyborg got to them.

"Shit, that thing is tightening that noose around our necks and fast!"

"I've got an idea," Alex said.

"What?" Lyka and Wikus said at the same time.

"Testing Bay 7, the warp portal!" A grin crossed his face. "Colonel Wagner's ship is still there. We can jump in the ship and just warp out of here! I know how to start up the portals!"

"That's genius Alex!" Lyka laughed.

Wikus however chewed his lip. "But what about the rest of the people here? We'd be leaving everyone else behind..."

"Wikus," Lyka pulled him aside. "Look, it sucks, but there's just nothing we can do right now except try to stay alive. Spyborg may as well be an unstoppable force of nature."

Wikus mulled it over, but with a heavy heart he knew Lyka was right. With the defenses down, it was only a matter of time before Spyborg finished his work on this base. They needed to get out of here before that happened.

"Okay, let's go with your plan Alex."

They rushed through the station at breakneck speed. Wikus winced every time he spotted someone running in the opposite direction, seeing the fear on their faces. He wanted to help them so much, but there was nothing he could do.

They made it back to Testing Bay 7. The rectangle-shaped portals stood ready, the Colonel's ship right where he'd left it when he arrived here.

"You two get into the shuttle!" Alex called out. "I'll fire up the portals."

Alex slid into a chair behind a nearby computer, typing as fast as he could. Lyka worked on starting the shuttle. The engines spooled up into a satisfying roar as that familiar electricity-like energy built up in the air again. Buckling himself in, Wikus watched as Lyka continued prepping for takeoff. They were going to make it out, but…

Wikus looked at the empty passenger compartment behind them. "There's enough room in here for at least a dozen more, Lyka. Don't you think we should try to save some people besides ourselves?"

"Bad idea." Lyka kept working the switches in the cockpit. "This could be the last way out of this base now. Everyone's getting desperate, with nothing to lose. If more people knew about this shuttle, what do you think would happen? We'd all be so busy fighting and killing each other over it that nobody would survive." She laid a hand on top of his own. "It's best this way. Trust me."

Another ruthlessly pragmatic answer. Wikus couldn't think of a good counter-argument to that one. He watched as the portals shifted in color, waiting for them to reveal that rainbow dimension again.

A loud boom shook the entire room, rattling the ship around them. Wikus clutched at his restraints, looking towards the back of the testing bay. Like Testing Bay 4, Testing Bay 7 had a large set of sliding doors that opened into vacuum. Above the portals, Wikus spotted more giant fist-shaped bulges in the metal. Then Spyborg punched the outside of the door again, leaving another bulge.

Wikus called out into the hangar bay. "Hurry up Alex!"

"I'm coming!" Out the side window, Wikus spotted Alex hurrying to finish something on the machine. The portals all flew open, revealing the rainbow dimension beyond. They just needed Alex to get on board now and then they could escape! Lyka's finger hovered over door hatch's button, waiting for Alex to get inside. Two sets of giant metallic fingers suddenly jutted in between the panels. A hiss echoed through the room as the oxygen started to leak out.

Alex ran for his life. Lyka could hear him running up the boarding ramp, almost there… and then Spyborg finally ripped the doors open, exposing the room to vacuum. Alex screamed as he was sucked away by the decompression. "No! Alex!" Wikus watched him fly away, being pulled to his death through the open doors…right over Spyborg's shoulders. The robot leered into the room through the opening it'd just made, sizing them up like a predator sizes up prey. It pulled itself into the room, smashing through the lined up portals as it did so. Wikus watched in horror as the rainbow dimension faded away, cutting off their planned escape route.

"Hold on!" Lyka shouted. Igniting the boosters, she rocketed straight towards Spyborg, crossing over its left shoulder. Spyborg took a long swipe at them, just barely missing the front viewport with its fingers. They flew out into space, entering a huge debris field that used to be the Sector X base, giant scraps of metal, destroyed ships, and other objects tumbling all around them. Lyka focused on the task at hand, dipping and diving round everything in front of them with an expert hand. But Wikus watched Spyborg gaining fast behind them, simply smashing through everything they had to fly around.

"He's going to catch us!"

"I've got a plan." Her face looked razor-sharp focused, staring at something dead ahead of them. "Look over there."

Wikus turned his eyes forward. Tiny brown dots could be seen off in the distance, scattered all over the place. Upon closer inspection, the dots took the form of brown spheres with small yellow spikes on them. That would be the space mine field being used to defend the Sector X base on this approach vector. They were flying straight towards it.

"You're crazy!" Wikus looked back and forth between the mines and Lyka.

"It's the only way we can shake Spyborg off." For what she was about to do, she sounded amazingly calm right now. "We're small enough to slip through. Spyborg isn't."

"But that's like trying to run through rain without getting wet!"

"Do you have any better ideas?" She glared at him.

Wikus thought for a moment, then shook his head.

"Then hang on tight, because here we go!"

They dived into the sea of mines, Wikus feeling his heart leap into his throat as the deadly spheres closed in around them. They passed by so closely he could see the rivets stamped into the sides of each one. Wikus saw Lyka graze the spikes on one of the mines, sending it tumbling around. It collided with another mine, setting both of them off. The ship got blown off course, Lyka wincing as she corrected and narrowly avoided running into another cluster of mines.

Wikus spared a glance at the radar. Spyborg seemed to be holding at the edge of the mine field. This was working! But then it started firing its ion cannons at them, blue flashes of light going past and exploding other mines around them. Lyka chewed her lip, being delicate and deliberate as her hands danced over the joystick and the other controls. Shrapnel peppered their ship at every turn, explosions rattling the ship so much Wikus thought he might break a tooth in his clenched mouth. After what felt like an eternity, they burst out through the other side, free and clear. On the radar, Spyborg seemed to have given up, its radar signature turning back towards the ruins of the Sector X base.

"We're out! We're finally out!" Wikus breathed a sigh of relief. Nothing but the stars and the darkness of space spread out before them. While relieved, Wikus now realized he'd have to face the fallout of what happened today. Colonel Wagner was dead, Dr. Rubicon was dead, Spyborg was on the rampage, and his base was destroyed. All of that happened under his watch. If he tried returning to Venom, he'd surely be executed. Wikus rubbed a hand across his forehead, feeling overwhelmed as he took all of that in. "What the hell am I gonna do now? We may have survived, but I'm still a dead man anyway!"

"What do you mean?" Lyka asked.

"Everything that happened back there. It's all gonna get pinned on me because that was my base! Andross is gonna execute me, send me to X-22 to fry!"

"Not necessarily Wikus," she smiled at him. "This is a chance to start over, both for you and for me. We're not tied to that base anymore. Just forget Andross. Star Fox will take care of him. We can go our own way now, forge our own path!"

That didn't comfort Wikus much. "Yeah, and what the hell are we gonna do then?"

"Maybe we could team up and start a merc team of our own? I don't know." She laughed. "I'm sure we can figure out something." She turned to smile at him. "Look, just rest for now. We've been through a lot today. You can worry about all this tomorrow."

A lot still weighed on Wikus' mind. If he deserted, he was sure Venom would hunt him down. And even if they didn't, the deaths of all those people weighed hard on his mind. If he had just given Dr. Rubicon his own room, none of this would have happened. He looked back at Lyka, who was also responsible for this disaster. He wanted to get angry at her, call her out for her part in this catastrophe, but he simply felt too exhausted to do so. She was right. He should just rest for now and figure out things tomorrow.

She put a hand on his, giving him a soft smile. "Look, you saved my life when I got to your base. I think it's time I returned the favor. Don't worry. I'm here for you. I've still got to beat you at chess someday. Just rest."

Wikus gave her one last smile, before he settled into his seat, letting his body melt into it. But about a minute later, an alarm sounded through the shuttle. "What's going on?" He sat back up in his chair.

"Four unidentified fighters approaching in a diamond formation…" Lyka looked at the radar. "And I see a dreadnaught behind them, following at a distance. They're turning towards us." She frowned, typing in some commands. Lyka gasped. "Arwings! It's the Star Fox team!"

"What?!"

Lyka spun the shuttle around and started rocketing in the other direction, but this was an unarmed Venomian shuttle. The Arwings would easily overtake them in no time flat.

"I'll try to get us back to the minefield! We need cover!"

However, the lead Arwing was already right behind them by the time she finished saying that. A lock on warning blared in their ears, Lyka spotting the fighter charging up a plasma blast, then letting it loose. The green ball of death raced straight for them. With this shuttle's low maneuverability, there was nothing she could do to evade, and both of them knew it. A tear rolled down Lyka's face. Wikus shut his eyes, bracing for the impact.

The plasma blast tore through their engines, igniting their fuel supply which ripped the shuttle to pieces behind them. A wall of fire blasted through the passenger compartment, overtaking Lyka and Wikus in an instant. The shuttle exploded into a fireball, extinguishing both of their lives in a brilliant flash.

* * *

"Good shot Fox!"

"Thanks Peppy! Let's go take out that weapon boys!"

"We're getting close to the base!"

"Somebody beat us here. It's all gone…"

* * *

 _A/N: Making this story was rough. I didn't realize how hard it would be creating an all new set of OC characters and then telling a new story with them. When you work with canon characters only, you just forget how much of the work is already done for you in writing the story, you know? Every character you see in here's gone through significant changes as I wrote this story, and I've had to rewrite a number of scenes a few times to get them the way I wanted them. However, I think it'll be good practice for fics I'm planning to do later, so there's that._

 _Hope ya'll liked the new OC characters I came up with. Lyka and Wikus were especially fun to work with. I know I killed off Lyka, but now that I've got the idea for her Painted Guild in my head I may actually have relatives/friends of her turn up in other stories, kind of like expies of her. We'll see. It's created some ideas in my head._


End file.
